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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 23, 2025
BEELINE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38182 |
|
20-3937596 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
188
Valley Street, Suite 225
Providence,
RI 02909
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (888) 810-5760
Securities
registered pursuant to Section 12(b) of the Act:
| Common
Stock, $0.0001 par value |
|
BLNE |
|
The
Nasdaq Stock Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02 Unregistered Sale of Equity Securities
On
July 23, 2025, Beeline Holdings, Inc. (the “Company”) entered into an agreement with a holder of and effected the exchange
of 8,356,151 shares of Series F Convertible Preferred Stock and 68,951 shares of Series F-1 Convertible Preferred Stock of the Company
(the “Exchanged Shares”) in exchange for the issuance to the holder of 8,425,102 shares of a newly designated Series A Convertible
Redeemable Preferred Stock (the “Series A”). The exchange was exempt from registration under Section 3(a)(9) of the Securities
Act of 1933 as an exchange of securities of the Company for which there was no other commission or remuneration other than the securities
so exchanged.
The
material terms of the Series A are summarized under Item 5.03 of this Current Report on Form 8-K. To the extent required by Item 3.02
of Form 8-K, the information contained in Item 5.03 is hereby incorporated by reference into this Item 3.02.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 23, 2025, the Company filed the Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred
Stock of the Company (the “Certificate of Designations”) with the Nevada Secretary of State designating and authorizing the
issuance of up to 8,425,102 shares of Series A. The material terms of the Series A are summarized as follows.
Each
share of Series A has a stated value of $0.50. Beginning on the initial issuance date of the Series A, the holder may convert up to $1,000,000
in stated value of Series A (the “Special Conversion Amount”) at a conversion price of $1.75, subject to adjustment as provided
therein and subject to beneficial ownership limitations. The conversion price is subject to customary adjustments including for reverse
stock splits, forward stock splits, and similar corporate events, and is also subject to price protection adjustment in connection with
subsequent sales or issuances of securities at a per-share price that is lower than the conversion price, subject to certain exceptions
and limitations.
Beginning
on the issuance date of the Series A and for a period of one-year thereafter, the Company has the right to redeem the shares of Series
A, other than the Special Conversion Amount, at a redemption price of $2.00 per underlying share of common stock (based on the $1.75
per share conversion price, subject to adjustment). At the end of the one-year redemption period, all remaining shares of Series A (in
addition to the Special Conversion Amount) will become convertible at the option of the holder.
The
Series A is entitled to vote with the Company’s common stock on an as-converted basis, subject to beneficial ownership limitations.
The foregoing
description of Series A does not purport to be complete, and is qualified in its entirety by the complete text of the Series A Certificate
of Designations, a, copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| |
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished
|
| Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
| 4.1 |
|
Certificate of Designations, Preferences and Rights of the of Series A Convertible Redeemable Preferred Stock |
|
|
|
|
|
|
|
Filed |
| |
|
|
|
|
|
|
|
|
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
July 29, 2025
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
